Arrangement between Dhunseri Tea & Industries Ltd DTIL, DI Marketing Ltd ('DIML'), South Asian Petrochem Ltd ('SAPL') and Dhunseri Polycarbonate Ltd.

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Dhunseri Tea & Industries Ltd ('DTIL') has informed BSE that the Board of Directors of the Company at its meeting held on December 15, 2009, inter alia, have approved of a Scheme of Arrangement between DTIL, DI Marketing Ltd ('DIML'), South Asian Petrochem Ltd ('SAPL') and Dhunseri Polycarbonate Ltd. ('DPL') and their respective shareholders entailing demerger and amalgamation from April 01, 2009 ('the Appointed Date') as under: The demerger will be followed by Amalgamation of SAPL and DPL with DTIL as part of the Scheme. In consideration of the amalgamation, DTIL will issue and allot to the shareholders of SAPL, One (1) Equity Share of Rs. 10/- each in DTIL credited as fully paid up for every Ten (10) Equity Shares of Rs. 10/- each fully paid-up held by them in the capital of SAPL. The shares of SAPL in lieu of which such new shares in DTIL shall be issued in consideration of the amalgamation shall include the shares constituting 50.21% of the total equity of SAPL transferred to DIML as part of the demerger. Such new shares in DTIL shall be accordingly allotted to DIML. In terms of the Scheme, the demerger and transfer of the Demerged Undertaking of DTIL to DIML shall be deemed to have taken place and come into effect prior to amalgamation of SAPL and DPL with DTIL. No shares shall however be issued in lieu of the shares of DPL since all shares issued by DPL are held by and between DTIL and SAPL and the entire share capital of DPL shall stand cancelled upon the Scheme becoming effective. The Scheme is subject to and conditional upon the requisite approvals being received therefor, including approval of shareholders and sanction of the Hon'ble High Court at Calcutta pursuant to Sections 391 to 394 of the Companies Act, 1956. Accordingly, the Scheme although operative from the Appointed Date shall come into effect on the Effective Date, being the date or last of the dates on which certified copies of the orders sanctioning the Scheme are filed by DTIL, DIML, SAPL and DPL with the Registrar of Companies.